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Home My WebLink About02-1584 NMR. JAMES REYNOLDS, JR., ESQUIRE Pa. Supreme Court I.D. No. 10252 MARGOLIS EDELSTEIN 3510 Trindle Road Camp Hill, PA 17011 Telephone: (717) 975-8114 Facsinule: (717) 975-8124 E-Mail: jreynolds@margolisedelstein.com ~= ILED-fl~~"f~~ ~~` TAE P~~lTI-~~i~;~?'~,~~' z~~aoci ~~ n ~i: ~a ~`€1h~BE~~.I`;~BD i+~iV~~~ Sr PERFECT SOLUTIONS, INC Plaintiff VS. PROTOLOGICS CORPORATION Defendant COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 02-1584 CIVIL ACTION-LAW PRAECIPE TO CHANGE ADDRESS OF COUNSEL TO THE PROTHONOTARY: I have entered my appearance on behalf of Defendant Protologics Corporation in the above-captioned action. Please change your records to reflect my new address as follows: R. James Reynolds, Jr., Esquire Margolis Edelstein 3510 Trindle Road Camp Hill, PA 17011 Telephone: 717-975-8114 Fax:717-975-8124 email: jreynolds@margolisedelstein.com MARGOLIS EDELSTEIN Date: ~ ~ ~ x..0'1 D R. es Reyn s, ID# 10252 .. , CERTIFICATE OF SERVICE I, the undersigned, do hereby certify that I have this ~ `F' day of <~~ ~ , 2010, served a true and correct copy of the foregoing Praecipe to Change Address of Counsel upon the person(s) and in the mariner indicated below: Service by First Class Mail, Postage Prepaid, Addressed as Follows: Andrew W. Barbin, Esquire 5 Kacey Court, Suite 102 Mechanicsburg, Pennsylvania 17055 (Attorney for Plaintiff) MARGOLIS EDELSTEIN By: Carol Moose M:\mdir\i Protologics Corp\83162.4-00001 Perfect Solutions\432Tpleadings\Praecipe to Change Address.l0-11-10.wpd PERFECT' SOLUTIONS, INC., Plaintiff IN THE COURT OF COMMON Pg A8," u CUMBERLAND COUNTY, PENNSYLVANIA ? ,. 1. > -< V. NO: 02-1584 r-= .-1C; < CJ- y C--; v -r PROTOLOGICS CORPORATION, CIVIL ACTION - LAW =C::> Defendant -E: %jo PRAECIPE TO WITHDRAW APPEARANCE Kindly withdraw the appearance of Andrew W. Barbin, squire Solutions, Inc., the Plaintiff, in the above captioned action. ANDREW W. B IN C. By Date: 3- )-0 ? I- PA SuplWme Court ID No: 43 Five Kacey Court Suite 102 Mechanicsburg, PA 17055 behalf of Perfect PRAECIPE TO ENTER APPEARANCE Please kindly enter the appearance of Bruce J. Warshawsky, Esquire and the Law Firm of Cunningham and Chernicoff, P.C., on behalf of Perfect Solutions, Inc., the Plaintiff, in the above captioned action. CUNNINGH CHERNICOFF, P.C. B Bruce . arsha sky, Esq 23 orth Second. Str Harrisburg, PA 1711 Date: ?.01 Attorneys for Plaintiff ? ' J' CERTIFICATE OF SERVICE I, Ju.lieanne Ametrano, Legal Assistant for the law office of Cunningham & Chernicoff, P.C., do hereby certify that a true and correct copy of the Praecipe to Withdraw Appearance:/Enter Appearance in the above-captioned matter was sent first class U.S. Mail, First Class Mail, postage prepaid on this date, to the following: R. James Reynolds, Jr., Esquire Margolis Edelstein 3510 Trindle Road Camp Hill, PA 17011 & CHERNICOFF, P.C. Date: By: 'U' -) ulieanne Ametrano 320 North Second Street P.O. Box 60457 Harrisburg, PA 17110 Telephone: (717)238-6570 F:\Home?,BJ W \DOC S\C A V ANAUGH.LEE\Protologics Corporation \E ntry. Withdraw oC Appearance.wpd R. JAMES REYNOLDS, JR., ESQUIRE Pa. Supreme Court I.D. No. 10252 MARGOLIS EDELSTEIN 3510 Trindle Road Camp Hill, PA 17011 Telephone: (717) 760-7505 Facsimile: (717) 975-8124 E-Mail: jreynolds@margolisedelstein.com Attorney for Defendant PROTOLOGICS CORPORATION PERFECT SOLUTIONS, INC., Plaintiff, vs. PROTOLOGICS CORPORATION, Defendant. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : NO. 02-1584 : CIVIL ACTION-LAW MOTION OF COUNSEL FOR DEFENDANT FOR LEAVE TO WITHDRAW AS COUNSEL FTI k o N) _0 R. James Reynolds, Jr., Esquire, on his own behalf and on behalf of the law firm of Margolis Edelstein, pursuant to Pa.R.C.P. 1012(b), files this Motion for leave to withdraw as counsel for Defendant Protologics Corporation ("Defendant") in the above-captioned action, and in support thereof, states as follows: Movant, R. James Reynolds, Jr. ("Movant") was initially retained by Protologics on or about July 2, 2004 to represent it in the above-captioned action filed by Plaintiff Perfect Solutions, Inc. ("Plaintiff') against Defendant arising out of a contract entered into between Plaintiff and Defendant relating to the provision of Defendant's products to Plaintiff. 2. At the time Movant was retained by Protologics, he was an attorney with the law firm of Thomas, Thomas, Armstrong & Niesen, later known as Thomas, Long, Niesen & Kennard ("the Thomas law firm"). The pleadings in this action were closed on March 2, 2005, when Movant filed on behalf of Defendant a Reply to Plaintiff's New Matter to Counterclaim. 4. Subsequent to that time, the only activity on the docket was: (a) the filing on or about September 23, 2008 by Plaintiff's attorney, Andrew W. Barbin, Esquire, of a Praecipe to Update Entry of Appearance and Plaintiff's Statement of Intention to Proceed in response to a Notice of Proposed Termination of Court Case due to lack of docket activity; (b) the filing of Plaintiff's Statement of Intention to Proceed on or about September I, 2009; (c) the filing by Attorney Barbin of a Praecipe to Update Entry of Appearance on or about April 23, 2010; and (d) the filing by Movant of a Praecipe to Change Address of Counsel on October 15, 2010 to notify the Court of a change of his address from the Thomas law firm to the law firm of Margolis Edelstein. The deposition of Lawrence R. Walsh ("Mr. Walsh"), the Chief Executive Officer of Defendant, was taken by Plaintiff on April 26, 2005 The parties have not engaged in any discovery since that date although Defendant served Interrogatories and a Request for Production of Documents on Plaintiff on April 20, 2005, to which Plaintiff has not responded. 6. In view of the foregoing, there has been no substantive activity in this case for approximately seven years. 7. On or about March 21, 2012, Movant was served with a copy of a Praecipe to withdraw the appearance of Attorney Barbin and a Praecipe to enter the appearance of Bruce J. Warshawsky, Esquire, of the law firm of Cunningham & Chernicoff, P.C., on behalf of Plaintiff. 8. After receiving the Withdrawal/Entry of Appearance, Movant contacted Attorney Warshawsky who advised him that Plaintiff intended to proceed with the litigation against Defendant. 9. Defendant has failed to fulfill its obligations to Movant with regard to the 2 payment for services rendered, and specifically the payment of invoices for legal services rendered plus costs incurred in 2004 and 2005 in the amount of $9,981.92. 10. Mr. Walsh advised Movant on or about August 15, 2006, that Defendant could not, and would not, pay the past-due invoices because Defendant was no longer in business and did not have sufficient funds to pay the invoices. 11. Following the filing of Plaintiff's Statement of Intention to Proceed in September, 2008, Mr. Walsh again advised Movant that Defendant was no longer in business and could not pay the past-due invoices. Accordingly, Movant notified him that if Plaintiff pursued the case, he would file a motion with the Court for leave to withdraw as counsel for Defendant unless the past-due invoices were paid. 12. After receiving the Withdrawal/Entry of Appearance, Movant spoke with Mr. Walsh to advise him of Plaintiff's intention to proceed with the litigation through new counsel. Mr. Walsh again stated that Defendant was no longer in business and could not pay the past-due invoices for legal services. He also stated that Defendant could not pay for any future legal services to defend this case. Accordingly, Movant advised Mr. Walsh of his intention to file this Motion to withdraw as counsel for Defendant. 13. Defendant is no longer in business and has no office or other place of business. Its legal existence has been relinquished since its status, according to the Maryland State Department of Assessments & Taxation ("Maryland Department"), is "forfeited" as of October 6, 2006, as set forth in the documents obtained from the Maryland Department attached hereto, made a part hereof, and marked as Exhibit "A." 14. Mr. Walsh, who was formerly the Chief Executive Officer of Defendant, is now the Chief Executive Officer of ProtoMed Medical Management Corporation which has a place of business at 400 East Joppa Road, Towson, Maryland 21286. 15. The continued representation of Defendant without payment of Movant's legal fees, or the prospect of such payment, has resulted and will further result in an unreasonable financial burden on Movant, and therefore good cause exists for the withdrawal of Movant's appearance in this case under Rule 1.16(b)(5) and (6) of the Pennsylvania Rules of Professional Conduct which provide that a lawyer may withdraw from representing a client if. "(5) the client fails substantially to fulfill an obligation to the lawyer regarding the lawyer's services and has been given reasonable warning that the lawyer will withdraw unless the obligation is fulfilled." and "(6) the representation will result in an unreasonable financial burden on the lawyer ...." 16. The withdrawal of the appearance of Movant can be accomplished without material adverse effect on the interests of Defendant since it is no longer in business and no longer has any assets. See Rule 1.16(b)(1) of the Pennsylvania Rules of Professional Conduct. 17. Movant requests that the Court allow Defendant a reasonable period of time to retain new counsel. 18. The only ruling made by a judge in this case was the December 29, 2004 Order of the Honorable J. Wesley Oler, Jr., ruling on Defendant's Preliminary Objections to the Complaint. 19. Attorney Warshawsky, counsel for Plaintiff, was contacted by Movant, and he concurs in this Motion. WHEREFORE, Movant respectfully requests that the Court grant Movant leave to withdraw his appearance and the appearance of Margolis Edelstein as counsel for Defendant 4 Protologics Corporation in this action. Date: ?! ?a R. James Reynolds, A' U Margolis Edelstein Attorney for Defendant Protologics Corporation VERIFICATION I, R. James Reynolds, Jr., Esquire, of the law firm of Margolis Edelstein, being authorized to make this Verification, state that the statements made in the foregoing Motion of Counsel for Defendant for Leave to Withdraw as Counsel are true and correct to the best of my knowledge, information and belief. I understand that any false statements made herein are subject to the penalties of 18 Pa.C.S.A. § 4904, relating to unworn falsification to authorities. c / Date: ?-?'- R. J Reynolds, Jr., squire Entity Detail Entity Name: PROTOLOGICS CORPORATION Dept ID #: D02105203 General Information Amendments Personal Property Certificate of Status Principal Office (Current): Resident Aeent (Current): Status: Good Standing: Business Code: Date of Formation or Reaistration• State of Formation: Stock/Nonstock: ll Close/Not Close: kw 1517 REISTERSTOWN ROAD SUITE 202 BALTIMORE, MD 21230 LAWRENCE ROBERT WALSH 1517 REISTERSTOWN ROAD SUITE 202 BALTIMORE, MD 21230 FORFEITED No Ordinary Business - Stock 03/31/1986 MD Stock Unknown Page 1 of 1 [..ink Definition General Information General information about this entity Amendments Original and subsequent documents filed Personal Property Personal Property Return Filing Information and Property Assessments Certificate of Status Get a Certificate of Good Standing for this entity http://sdatcert3.resiusa.org/ucc-charter/DisplayEntity_b.aspx?EntityID=D02 l 05203 &Entit... 3/23/2012 Entity Detail Page Entity Name: PROTOLOGICS CORPORATION Dept ID #: D02105203 General Information Amendments Personal Property Certificate of Status I Page 1 of I Description Datc Filed Time Film Folio Pages View Document Order Copies DEPT. ACTION - FORFEITURE 10/06/2006 12:03-AM THE ENTITY WAS FORFEITED FOR FAILURE TO FILE PROPERTY RETURN FOR 2005. RESOLUTION 01/25/2001 04:21-PM B00223 1107 0002 -own ARTICLES OF AMENDMENT 01/18/2001 04:24-PM B00225 1266 0002 ARTICLES OF AMENDMENT 03/16/1994 09:22-AM F3596 2361 0003 ICY' ARTICLES OF AMENDMENT 09/08/1992 t 1:04-AM F3434 063 0003 MP ARTICLES OF AMENDMENT CPO,CRAA 04/25/1991 09:24-AM F3326 2811 0004 ARTICLES OF INCORPORATION 03/31/1986 03:45-PM F2801 868 0003 k j Link Definition General Information General information about this entity Amendments Original and subsequent documents filed Personal Property Personal Property Return Filing Information and Property Assessments Certificate of Status Get a Certificate of Good Standing for this entity http://sdatcert3.resiusa.orglucc-charter/DisplayEntity_b.aspx?EntityID=DO2105203 &Entit... 3/23/2012 ? Check the status of any business entity by clicking "Business Data Search" on the home page, and further clicking on "General Information" when the entity's name is displayed. ? "Not in Good Standing" means the entity has not filed the current year's Annual Report/Personal Property Return or it owes a late filing penalty. ? "Forfeited" means the "legal existence" of the entity has been relinquished and it is usually for failing to make required Annual Report/Personal Property Return filings for prior years. ? See the reason why an entity has been "forfeited" by clicking on the "Amendments" column heading on the page alphabetically listing the entity's name. ? You correct the "Not in Good Standing" status by filing with the Department the missing current year's Annual Report/Personal Property Return and pay the $300 filing fee. The combined Personal Property Annual Report (Form 1) for prior years can be downloaded from the website home page by clicking on "Forms and Applications" on the dark blue banner across the top of the page. ? There are four steps for any entity to correct the "forfeited" status: (1) File all missing Annual Reports/Personal Property Returns for every year and pay the $300 annual filing fee for each year; (2) Pay the local county/city government's personal property tax bill for any reported property after the Department has sent an assessment notice to the local government; (3) Obtain a "tax clearance certificate" from the local government after any personal property tax bills have been paid; and (4) File "Articles of Revival or Reinstatement" with the Department by attaching a copy of the tax clearance certificate. Instructions and a form for reinstatement can be downloaded from the Department's "Business Data Search" page and clicking on "Get Forms" in the yellow banner for the main menu. ? Any business entity that needs to correct its "forfeited" legal status immediately may come to the Department's public filing counter on the 8t' floor of our offices at 301 West Preston Street, Baltimore, Maryland 21201. There is an additional $50 "expedited filing fee" required under the law for immediate processing service. If the missing Personal Property Returns have been filed and a tax clearance certificate has already been obtained, then one can "fax" into the Department the reinstatement document, the clearance certificate, the Articles of Revival or Reinstatement, and credit card authorization for a $150 fee ($100 for the Articles and $50 for the expedited fee). The "fax" cover sheet requesting the necessary information is available on the "Get Forms" page described above. SDAT.• January 2009 Maryland State Department of Assessments & Taxation Taxpayer Services Division CERTIFICATE OF SERVICE I, the undersigned, do hereby certify that I have this ? day of A (k4&4--- 2012, served a true and correct copy of the foregoing Motion of Counsel for Defendant for Leave to Withdraw as Counsel upon the person(s) and in the manner indicated below: }Service by First Class Mail, Postage Prepaid. Addressed as Follows: Bruce E. Warshawsky, Esquire Cunningham & Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 (Attorney for Plaintiff) Mr. Lawrence R. Walsh Chief Executive Officer/Protologics Corporation c/o ProtoMed Medical Management Corporation 400 East Joppa Road Towson, MD 21286 MARGOLIS EDELSTEIN t /? By. ° Carol Moose M:\tndir\l Protologics Corp\83162.4-00001 Perfect Solutions\4327\pleadingsMOTION OF COUNSEL FOR LV TO WITHDRAW AS COUNSEL FOR DEF 3-29-12.wpd PERFECT SOLUTIONS, INC., Plaintiff, VS. PROTOLOGICS CORPORATION, Defendant. : IN THE COURT OF COUNTY, PENNSYLVANIA CUMBERLAND COUN : NO. 02-1584 CIVIL ACTION-LAW RULE TO SHOW CAUSE day of 2012, upon AND NOW, this 3 Defendant for Leave to Withdraw as Counsel, a Rule consideration of the Motion of Counsel for De relief requested in the Motion should i the is issued on Plaintiff and Defendant to show cause why of Margolis Edelstein granted and R. Janes Reynolds, Jr., Esquire and the law irm ° not be earance as counsel for Defendant. should not be allowed to withdraw their app Rule Returnable ? days after service. All proceedings to stay meanwhile. BY THE COURT: 13; tC{ C (?rs?iG k?SF?i ??P F 5 h leaf C/ 131i), J PERFECT SOLUTIONS, INC., Plaintiff, VS. PROTOLOGICS CORPORATION, Defendant. IN THE COURT OF COMMON PLEAS CUMBERLAND N0.02-1584 : CIVIL ACTION-LAW ORDER 2012, upon consideration l?v day of .? AND NOW, this of the Motion of Counsel for Defendant for Leave to Withdraw as Counsel, and the Motion of to Make Rule Absolute, it is hereby ORDERED and DECREED that the Counsel for Defendant se issued on April 3, 2012 on Plaintiff Perfect Solutions, Inc. and Defendant Rule to Show Cau s Co oration why R. James Reynolds, Jr., Esquire and the law firm of Marg Protologic olis rP t be ermitted to withdraw as counsel for Defendant is made absolute; that Edelstein should no p sel for Defendant for Leave to Withdraw as Counsel is granted; and that R. the Motion of Coun anted leave to James Reynolds, Jr., Esquire and the law firm of Margolis Edelstein are gr withdraw as counsel for Defendant. oration shall It is further ORDERED and DECREED that Defendant Protologics Corp have ?- days from the date of this Order to retain new counsel. BY THE COURT: ?' ?rza?j? - J. .`, rn `: _ ...: r? rn ?. James ?nJd_% I En R. JAMES REYNOLDS, JR., ESQUIRE Pa. Supreme Court I.D. No. 10252 MARGOLIS EDELSTEIN 3510 Trindle Road Camp Hill, PA 17011 Telephone: (717) 760-7505 Facsimile: (717) 975-8124 E-Mail: jreynolds@margolisedelstein.com l) I ,. r. ?qt t! y L `?, Attorney for Defendant B OLOGICS CORPORATION PERFECT SOLUTIONS, INC., Plaintiff vs. PROTOLOGICS CORPORATION, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 02-1584 CIVIL ACTION - LAW PRAECIPE FOR WITHDRAWAL OF APPEARANCE To: The Prothonotary: Please withdraw my appearance for Defendant Protologics Corporation in the above- captioned matter pursuant to the Order of the Court of May 18, 2012, allowing for said withdrawal. Date: S- 23' R. Ja6Ws Reynolds, gr. 61 Margolis Edelstein Attorney for Defendant Protologics Corporation CERTIFICATE OF SERVICE I, the undersigned, do hereby certify that I have thiW ay of 22" , 2012, served a true and correct copy of the foregoing Praecipe for Withdrawal of Appearance upon the person(s) and in the manner indicated below: Service by First Class Mail, Postage Prepaid. Addressed as Follows: Bruce E. Warshawsky, Esquire Cunningham & Chernicoff, P.C. 2320 North Second Street Harrisburg, PA 17110 (Attorney for Plaintiff) Mr. Lawrence R. Walsh Chief Executive Officer/Protologics Corporation c/o ProtoMed Medical Management Corporation 400 East Joppa Road Towson, MD 21286 MARGOLIS ELST IN oAnn E.. Nelson, Lega ssistant c? (Must be typewritten and submitted in triplicate) PRAECIPE FOR LISTING CASE FOR TRIAL F_0 -I: FFiGC , ` riOTHONOTAk i N12 AUG 23 A M11: 23 ''D IOERL reND COUNTY PENNSYLVANIA TO THE PROTHONOTARY OF CUMBERLAND COUNTY Please list the following case: ? for JURY trial at the next term of civil court. Q for trial without a jury. -----------------------------------------------------------------------------------------. CAPTION OF CASE (entire caption must be stated in full) PERFECT SOLUTIONS, INC. (Plaintiff) vs. PROTOLOGICS CORPORATION vs. (check one) X? Civil Action - Law ? Appeal from arbitration (other) The trial list will be called on and Trials commence on (Defendant) Pretrials will be held on (Briefs are due 5 days before pretrials ., _ 2002-1584 CIVIL Term Indicate the attorney who will try case for the party who files this praecipe: BRUCE J. WARSHAWSKY, ESQUIRE (PA # 58799), CUNNINGHAM & CHERNICOFF, P.C. Indicate trial counsel for other parties if known: NONE / PRO SE DEFENDANT. This case is ready for trial. Date:_ V V1 ( I- Signed: ' v Print Name: BRUCE J. WARS Attorney for: PLAINTIFF ao ai 09.79(? Q ?# ?7Rr? L5 PERFECT SOLUTIONS, INC., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff NO: 02-1584 V. ?' t+J PROTOLOGICS CORPORATION, : CIVIL TERM r-- v> > rv Defendant o 3> _ CERTIFICATE OF SERVICE c=) 3> -; I, Julieanne Ametrano, Legal Assistant for the law office of Cunningham & Cheriiiicold, P.C., do hereby certify that a true and correct copy of the Praecipe for Listing Case for Trial in was sent first class U.S. Mail, First Class Mail, postage prepaid on this date, to the following: Protologics Corporation 400 East Joppa Road Suite 300 "Towson, MD 21286 Date: August 22, 2012 CUNNINGHAM & CHERNICOFF, P.C. &t1fima-Q Ju e ne Ametrano 23 0 orth Second Street P. ox 60457 Harrisburg, PA 17110 Telephone: (717)238-6570 C 71 Q r-,-; 7Z) -T! C) ~ f PERFECT SOLUTIONS, INC., IN THE COURT OF COMMON PLEAS OF :CUMBERLAND COUNTY, PENNSYLVANIA PLAINTIFF ~ ~ {„,, N -t~ • ~ ~~ ~ PROTOLOGICS CORPORATION, c~iyr ~~ ~ cn ~ DEFENDANT E'p 02-1584 CIVIL 3~c`s ss Z ~ .:., G p .. ---~ ~ ORDER OF COURT .-c tv --~ ~~~ t AND NOW, this 5'h day of September, 2012, the Non-Jury Trial in the above referenced case has been assigned to this Court, IT IS HEREBY ORDERED AND DIRECTED that the parties in this case file a pre-trial memorandum with the Court on or before October 31, 2012, in the following format: I. A concise statement of factual issues to be decided at trial. II. A list of witnesses the party intends to call at trial along with a concise statement of their anticipated testimony. III. A list of all exhibits each party anticipates presenting at trial. IV. A statement of any legal issues each party anticipates being raised at trial along with copies of any cases which may be relevant to resolution of the stated issue. Upon receipt and review of these memorandums, the Court will set a trial date for this case. By the Court, ~~ M. L. Ebert, Jr., J. Bruce Warshawsky, Esquire Attorney for Plaintiff ~/ Lawrence Walsh Chief Executive Officer Go ProtoMed Medical Management Corp. 400 East Joppa Road Towson, MD 21286 Court Administrator / ~S 1 Q ~1~X I bas ~ , p~c°s ,~: led 9,~'~a PERFECT SOLUTIONS, INC., PLAINTIFF V. PROTOLOGICS CORPORATION, DEFENDANT IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 02-1584 CIVIL ORDER OF COURT AND NOW, this 14th day of November, 2012, the Court having been advised that Defendant Protologics Corporation may be defunct and that its assets were sold and at the request of the Plaintiff to delay trial in this matter for at feast 60 days; IT IS HEREBY ORDERED AND DIRECTED that the non-jury trial in this matter is set for Friday, April 12, 2013, at 9:00 a.m. in Courtroom No. 2 of the Cumberland County Courthouse, Carlisle, Pennsylvania. By the Court, ~ ~~ M. L. Ebert, Jr., ~ Bruce Warshawsky, Esquire Attorney for Plaintiff ,~ Lawrence Walsh Chief Executive Officer c/o ProtoMed Medical Management Corp. 400 East Joppa Road Towson, MD 21286 Court Administrator - g~ S 1-1 I5)ID- bas COp,eS tea. f td /t~/S~f/aZ ~~ :-~ ~~-, c i -~ ~ ^' z~ ° " ~ ~~' -T' a ~ , „~ ~ ~ c~ , x~;~ y° ~ ~ -~ ~ ' ~-' ~: . "~y, ~ Y, PERFECT SOLUTIONS, INC., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ~`~ -T .u.~ Plaintiff ~ .__. N ~~ NO: 02-1584 ~~ o `'~`~ v. ~~--~ ~ ~ri ~: ~~ ~ ~ ~~, ~.. PROr['OLOGICS CORPORATION, CIVIL TERM ~`~' ~° ; ~ ~~~~~ z ~ ~ Defendant : ASSIGNED TO: JUDGE EBEI tv ~ `` `~ rte, :~=^ PRAECIPE FOR A RULE UPON PROTOMED MEDICAL MANAGEMENT CORPORATION TO SHOW CAUSE WH Y IT SHOULD NOT BE SUBSTITUTED AS A DEFENDANT IN PLACE OF DEFENDANT PROTOLOGICS CORPORATION PURSUANT TO PA.R.C.P. 2352(b) To the Prothonotary: Kindly enter rule on ProtoMED Medical Management Corporation to show cause why it should not be substituted as a party Defendant in the above-captioned action in place and stead of Protologics Corporation. The material facts of such substitution are: 1. Under Pennsylvania jurisprudence, a successor company may, by operation of law {see Pa.R.C.P. 2351), be responsible for its predecessor's liabilities if the successor transacted with the predecessor and the transaction was (1) a fraudulent attempt to escape liability or (2) the transaction lacked adequate consideration with no provision made for creditors of the predecessor. Bird Hill Farms, Inc. v. United States Carao & Courier Service, Inc., 845 A.2d 900, 905 (Pa.Super., 2004). 2. As more fully stated of record by Lawrence Walsh, principal and officer of ProtoMED Medical Management Corporation ("PMMC"), and the former 1 principal and officer of Defendant Protologics Corporation ("Protologics"), Protologics is a defunct corporation, having forfeited its registration on with the Maryland Department of Assessments and Taxation on October 6, 2006. Less than a year earlier, on December 29, 2005, Mr. Walsh caused PMMC to be formed. A true, correct and complete copy of the Maryland Department of Assessments and Taxation entity report for PMMC is attached hereto, incorporated herein, and marked as Exhibit "A." 3. During its existence, Protologics was engaged in the business of designing and distributing medical management software by the name of "ProtoMED." 4. As is more fully set forth at length in Plaintiff's Complaint against Protologics, Protologics sold to Plaintiff licenses for the ProtoMED software so that Plaintiff could become a dealer or distributor of ProtoMED software in a certain geographic region. 5. However, soon after Plaintiff paid Protologics, Protologics began defaulting on the terms and conditions of the parties' contract, and engaged in other actions which caused substantial monetary damage to Plaintiff for which recompense has been sought by means of the instant action. 6. Since 2006, PMMC has been actively marketing the ProtoMED software on its website as "by far the most powerful practice management software available," and PMMC operates at the same address as the former Protologics. 7. upon information and belief, Protologics engaged in a transaction -either formal or informal -whereby it conveyed some or all of its assets, including, but not 2 limited to, its ownership interests in ProtoMED software, to PMMC in order to, inter alia, fraudulently escape the liability posed by this action. 8. In the alternative and upon information and belief, Protologics transferred some or all of its assets, including, but not limited to its ownership interests in the ProtoMED software without adequate consideration or provision for creditors of Protologics, namely, Plaintiff. 9. Because of the afore-stated transfer of assets, PMMC, as a successor company, is responsible for the liabilities of its predecessor, Protologics. See, Bird Hill Farms, Inc., infra. 10. PMMC has not voluntarily become a party to this proceeding under Pa.R.C.P. 2352(a). 11. Plaintiff requests that the Court issue a Rule upon PMMC in accordance with Pa.R.C.P. 2352(b), returnable approximately thirty (30} days from the date of service the Rule pursuant to Pa.R.C.P. 2353(a). 12. Dated: _~~./ o~ ~ , 2012 Respectfully submitted, CUNNING AM & CHERN OFF, P.C. a BY: ~ ~~ Bruce J. Warshawsky (PA 58799 Nicholas A. Fanelli (PA 308136) 2320 North Second Street Harrisburg, PA 17110 Telephone: (717) 238-6570 Attorneys for Plaintiff, Perfect Solutions, Inc. 3 EXHIBTT "A" '~;r~tity ~~etaii httpa/sdatcert3.resiusa.orgiucc-charteflDisplayEntity_b.aspx?}?ntityl... Entity Name: PROTOMED MEDICAL MANAGEMENT CORPORATION Dept ID #: D11032489 General Information Amendments Pe~conal Property Certificate of Status Principal OfTce 1306 CONCOURSE DR. Current : LTNTHICUM, MD 21090 LAWRENCE WALSH Resident Agent 1306 CONCOURSE DR. Current : LIN'fHICUM, MD 21090 5tatms: INCORPORATED Good Standing: Yes G9 IB;11 iHx c ,t ~rmc;+n ,rhea x huliuess is not i^ ~uod ~t.mndin~ +.r !~.«Ics+r.k" Business Code: Ordinary Business -Stock Date of Formation or 12!29/2005 Registrntimr State of Formation: MD Stock/Nonstock: Stock Close/NotClose: Cbse Link Definition General Infommation General informatan about this entRy Amendnments Original and subsequent documents filed Personal Aropcrty Personal Property Retum Fling Information and Property Assessments Certificate of Statrrs Get a Certificate of Good Stimding for the entity 1 oC I 11/20/2012 11:40 AM PERFECT SOLUTIONS, INC., PLAINTIFF V. PROTOLOGICS CORPORATION, DEFENDANT IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 02-1584 CIVIL ORDER OF COURT ~~ '"-". ~~ ~ nJ -7•; T .. .. ~:~ -~ -x: ~-~, ~~ ~ te ru ~' r - ;; .. ~- --"` c-~, ~ ~~ ~ ~ m ~ _.' ° -,, ~~ =~ • ~~ ~ - o , ~ .. - : ~..~ ~ : -#- ~, ., AND NOW, this 26th day of November, 2012, due to a conflict with this Court's schedule, IT IS HEREBY ORDERED AND DIRECTED that the non-jury trial currently scheduled for Friday, April 12, 2013, at 9:00 a.m. is continued to Friday, April 19, 2013 at 9:00 a.m. in Courtroom No. 2 of the Cumberland County Courthouse, Carlisle, Pennsylvania. ~/ Bruce Warshawsky, Esquire Attorney for Plaintiff ~/ Lawrence Walsh Chief Executive Officer c/o ProtoMed Medical Management Corp. 400 East Joppa Road Towson, MD 21286 By the Court, M. L. E ert, Jr., J. ~,~el ~ Court Administrator - tt I~~I ~a. bas ~~ S PERFECT SOLUTIONS, INC., Plaintiff v. PROTOLOGICS CORPORATION, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO: 02-1584 CIVIL TERM ASSIGNED TO: JUDGE EBERT RULE TO SHOW CAUSE AND NOW, this _~(pµ day of ~OVP.m,~l' , 2012, a rule is entered upon ProtoMED Medical Management Corporation to show cause why it should not be substituted as a Defendant in place of Defendant Protologics Corporation pursuant to Pa.K.C.P. 2352(b), returnable the _ ~~~`'_ day of ~ , 20~. Plaintiff shall serve this Rule to Show Cause in accordance with Pa.R.C.P. 2353(a) and file proof of service with this office. J Y ~ ~~ ~~ . ~~o ~ J~ ~~ PERFECT SOLUTIONS, INC., • IN THE COURT OF COMMON PLEAS • CUMBERLAND COUNTY, Plaintiff • PENNSYLVANIA • v. • NO: 02-1584 CIVIL -. LA3 • PROTOMED MEDICAL • •°c � MANAGEMENT CORPORATION, : ' Ar • r-z —4 Defendant : s PRAECIPE TO SETTLE,DISCONTINUE AND END c TO THE PROTHONOTARY: Please mark the above referenced matter settled, discontinued and ended with prejudice as the parties have resolved their differences. Respectfully submitted, CUNN I GHAM& C- %RNICOFF, P.C. Date: October 31, 2013 B / e .,arsy s , ' • ire P -me,'ourt ►"o: 58799 320 ►∎orth Secon, eet P. O. Box 60457 Harrisburg, PA 17106-0457 Telephone: (717) 238-6570 (Attorneys for Plaintiff) CERTIFICATE OF SERVICE I,Julieanne Ametrano, Legal Assistant with the law firm of Cunningham& Chemicoff, P.C., hereby certify that I served a true and correct copy of the PRAECIPE TO SETTLE, DISCONTINUE AND END upon the following via first Class Mail,postage prepaid. Kristin A. Zech, Esquire Cochran& Owen, LLC 8000 Towers Crescent Drive Suite 160 Vienna, VA 22182 CUNNINGHAM& CHERNICOFF, P.C. �Date: October 31, 2013 61,„„dkit,t, J ieanne Ametrano F:\Home\BJWDOCS\CAVANAUGH.LEE\Protologics Corporation\PRAEDISC.WPD -2-